U.S. and International Licensing Pitfalls: Managing Insolvency Risk in Intellectual Property Licenses
Did you know that when you enter into a technology-development agreement that your partner can change without your permission -- even if your agreement says otherwise? Do you know how a non-debtor licensee's rights to use intellectual property can be lost in the licensor's bankruptcy case? Do you know the single sentence in a license that can determine whether a licensee that has filed for bankruptcy can keep its licensed rights? This class will review insolvency risks for licensees of intellectual property. The discussion will cover risks in connection with a bankruptcy of the licensor, including a review of the limited protections under U.S. law (Bankruptcy Code Section 365(n)) and alternative transaction structures and drafting tips to protect licensees in situations under U.S. and foreign law where statutory protections are inadequate. The class will also cover risks under U.S. law in the event of the licensee's bankruptcy as a result of court rulings related to the non-transferability of intellectual property licenses under federal common law and contractual "fixes" to eliminate this risk.